The undersigned, acting under delegated authority, has fully considered all facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act relating to the application for federal deposit insurance for T. Rowe Price Savings Bank (the bank), a proposed special purpose federal savings bank to be located at 100 East Pratt Street, Baltimore, Baltimore County, Maryland, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by the bank for federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $5,000,000 be provided, and that a ratio of Tier 1 Leverage Capital ratio of not less than eight percent shall be maintained throughout the first three years of operation;

2. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's New York Regional Office (Regional Director) prior to opening of the bank;

3. That prior to commencing operations, the bank must submit background information, and receive the written non-objection of the New York Regional Director, on the individual proposed for the position of Bank Manager, the two additional proposed directors, and any other director or management official of the bank for which such information has not been submitted;

4. That the bank must submit any proposed contracts, leases, or agreements relating to rental of permanent quarters to the New York Regional Director for review and comment;

5. That adequate blanket bond coverage be obtained;

6. That federal deposit insurance shall not become effective unless and until the applicant has been established as a federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a federal savings bank have been fully approved by the Office of Thrift Supervision;

7. That T. Rowe Price Associates, Inc., Baltimore, Maryland, a proposed savings and loan holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the bank prior to its opening;

8. That until the conditional commitment herein granted becomes effective, the FDIC shall have the right to alter, suspend or withdraw said commitment should any interim development be deemed to warrant such action; and

9. That if federal deposit insurance has not become effective within twelve months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for federal deposit insurance with membership in the Savings Association Insurance Fund has been filed on behalf of T. Rowe Price Savings Bank (the bank), a proposed new federal savings bank to be located at 100 East Pratt Street, Baltimore, Maryland.

The bank's sole shareholder will be T. Rowe Price Associates, Inc., (TRPA). TRPA is the twelfth largest mutual fund manager and third largest direct marketer of mutual funds in the country. Assets under management at September 30, 1998, were $129.5 Billion, and stockholder equity was $563 million. Revenues, derived primarily from investment advisory and management services were $733 million in 1997, and $639 million for the nine months ended September 30, 1998.

The bank will be a non-traditional bank with no walk-in locations or teller windows. Office space will be leased from TRPA and most of the bank's operations will be outsourced to affiliates. Time deposits will be solicited nationwide from existing T. Rowe Price customers and the general public using direct mail and telemarketing. Funds will be invested in short to medium term securities. The bank will not be in the business of making loans. The bank will seek to meet the needs of the Baltimore community through participation in and contributions to local community development organizations. Furthermore, the bank expects to commit a portion of its investment portfolio to securities backed by loans on properties in low and moderate income areas throughout the United States.

For the purposes of this proposal, the investment in fixed assets is reasonable, capital is adequate, future earnings prospects are favorable, and management is considered satisfactory. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No formal objections to this proposal have been filed and no undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all available facts and information, the Deputy Director, pursuant to delegated authority, has concluded that approval of the application is warranted.